Adcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
("Adcorp")
SHARE CODE: ADR
ISIN CODE: ZAE 000000139
Repurchase of ordinary shares in Adcorp
1. Introduction
The directors of Adcorp are authorised to announce the repurchase of 1 212
000 (3% of the issued ordinary shares) of Adcorp_s own shares on the open
market on the JSE Securities Exchange South Africa ("the JSE"). In
accordance with the general authority granted to the directors by Adcorp
shareholders at the annual general meeting held on 16 May 2001 ("the share
repurchase").
2. Authorised repurchase limits
In terms of the special resolution:
(a) the general authority is limited to a maximum of 20% of Adcorp_s issued
share capital of the shares in the applicable class; and
(b) any repurchase may not be made at a price more than 10% above the
weighted average of the market value of the securities for the five business
days immediately preceding the date of such repurchase.
A maximum of 8 079 988 ordinary shares could be repurchased in terms of the
general authority obtained from shareholders.
3. Implementation
The programme commenced on 12 December 2000 and continued on a day-to-day
basis as market conditions allowed. As at the date of this announcement
Adcorp has acquired on the JSE, 1 212 000 Adcorp ordinary shares equivalent
to approximately 3% of the issued share capital of Adcorp, for a total
consideration of R17 017 338. The highest price paid was R15,50 cents per
ordinary share and the lowest was R11,70 cents per ordinary share.
4. Source of funds
Repurchases to date have been funded from available cash resources in
accordance with the repurchase programme. Future repurchases will also be
funded from available cash resources.
5. Opinion of the directors
The directors of Adcorp have considered the impact of the share repurchase
and are of the opinion that:
5.1 Adcorp will be able, in the ordinary course of business, to pay its
debts for a period of 12 months from the date of this announcement.
5.2 The consolidated assets of Adcorp and its subsidiaries are in excess of
the consolidated liabilities, measured in accordance with the accounting
policies used in the audited annual financial statements for the year ended
31 December 2000.
5.3 The ordinary share capital and consolidated reserves of Adcorp and its
subsidiaries will be adequate for a period of 12 months from the date of
thisannouncement.
5.4 The working capital of Adcorp and its subsidiaries will be adequate for
a period of 12 months from the date of this announcement.
6. Financial effects
The effect on earnings and net asset value per ordinary share before and
after the repurchase of 3% of the issued ordinary share capital, is as
follows:
Before After %
(cents) (cents) Change
Earnings per share 93,4 94,8 +1,5
Headline earnings per share 95,3 96,7 +1,5
Net asset value per share 692 669 -3,3
Assumptions
The pro forma financial effects are calculated on Adcorp_s results for the
six months ended 30 June 2001 and assuming that the repurchases to date had
been carried out on 1 January 2001 and were financed by excess cash on hand
on which interest was received at an average after tax rate of 7% per annum.
7. JSE listing
As all the shares repurchased have been repurchased by a subsidiary of
Adcorp, none of the shares will be cancelled nor will the JSE listing in
respect of those shares be terminated.
Johannesburg
4 September 2001
Sponsor
Investec Securities Limited
(Member of the Johannesburg Securities Exchange South Africa)
(Registration number 1972/008905/06)
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